Nothing Spanish director Pedro Almodovar does should surprise his fans anymore. He broke onto the U.S. scene in the late '80s with the hilarious Women on the Verge of a Nervous Breakdown, and stayed there with Tie Me Up! Tie Me Down! Both walked with ease that fine line between over-the-top and just entertainingly surreal.

But Todo sobre mi madre (All About My Mother) -- takes Almodovar's gift for dealing with women a step further. This year's Oscar winner for foreign-language films, All About My Mother is a look at what mothering is, what womanhood means, and it uses just about every kind of woman and female relationship there is to cover the bases: Mother, yes, but also confidante, lover of men and women, prostitute, pregnant nun, actress (on stage and off), junkie and, more than once, a woman who used to be a man. Dizzying.

And besides remarkable performances, what distinguishes Almodovar's movie is that he lets these characters just be. No sermonizing, theorizing or analyzing, except that which relates directly to the plot. And the plot is, basically, this: Single mother Manuela takes her beloved son, Esteban, to a performance of Streetcar Named Desire to celebrate his birthday. Spellbound by the performance of Huma Rojo (Marisa Paredes) as Stella, Esteban chases after her car in the rain, is hit and killed. It's a cruel beginning. When his heart is sent off to Barcelona for organ donation, Manuela follows. "I had to follow my son's heart," she explains later, and she does, both literally and figuratively.

Knowing her son yearned to meet his father, Manuela begins the search for the ex-husband she left years before. She'll find him. But she'll also rekindle her friendship with Agrado (Antonia San Juan), a transvestite prostitute, take in Sister Rosa (Penelope Cruz), become caretaker of Huma Rojo and her young lover. What keeps this fringe-of-society movie from heading off the deep end is the strength of Cecilia Roth as Manuela. She is a stunning woman, both in looks and in her power -- not in a "feminine wiles" kind of way, but as a sheer force of human warmth and hope.

Almodovar dedicates the film to his own mother, and it is, in many ways, a study of Esteban's mother as she rebuilds both past and present. But All About My Mother, all bright lights and drama and passion, is just as much about the mothering -- and harm -- the women in the movie do to each other.

Manuela and Sister Rosa, we learn, have much in common and, when Manuela takes in Rosa, she is as much caring for herself and her lost son as she is the pregnant nun. Rosa's mother must care for her father, Agrado becomes a caretaker for Huma Rojo.

Some fans of Almodovar may like 1997's Live Flesh better. And an argument can be made that the director won his Academy Award more for the body of his work than this movie alone. And yet ... emotionally draining and uplifting at the same time, a film that treats frequent outcasts with dignity, All About My Mother proves, with bittersweet humor, that it's possible to treat death, sexuality and courage with less moralizing and sensationalism and more matter-of-fact intelligence.

[ by Jen Kopf ]